Performant Healthcare Inc: M&A transaction — Performant Healthcare acquired by Continental Buyer in $7.75/share all-cash deal; Nasdaq delisting

Performant Healthcare Inc

Merger completed on Oct 21, 2025; each share converted to $7.75 cash.
All outstanding stock options, RSUs, and PRSUs canceled for cash payments based on $7.75.
Board of directors resigned; David Pierre and TG Ganeshan appointed as directors of surviving corp.
Company notified Nasdaq of delisting; trading halted; Form 25 and Form 15 to be filed.
Credit Agreement with Wells Fargo terminated; all obligations paid and liens released.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.4

Performant Healthcare Inc: Certificate of incorporation amended and restated in its entirety upon merger.

Change: charter amendment

Exact text from the filing

at the Effective Time, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.4

Performant Healthcare Inc: By-laws amended and restated in their entirety upon merger.

Change: bylaw amendment

Exact text from the filing

at the Effective Time, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Performant Healthcare Inc underwent a change of control involving Continental Buyer, Inc. for $7.75 (closed 2025-10-21).

Action: change of control
Counterparty: Continental Buyer, Inc.
Consideration: $7.75
Closing: 2025-10-21

Exact text from the filing

appraisal of such Shares in accordance with Section 262 of the DGCL) was cancelled and converted into the right to receive an amount in cash, without interest, equal to $7.75 (the “Merger Consideration”). As of immediately prior to the Effective Time, each option to purchase Shares (each, a “Company Stock Option”), whether vested or unvested, that was

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Source: SEC EDGAR

accession 0001140361-25-038741

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